Exhibit 10.4


       THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
       EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER
       THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
       SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE
       UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR
       SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
       REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND
       ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
       REASONABLY SATISFACTORY TO DATALOGIC INTERNATIONAL, INC. THAT
       SUCH REGISTRATION IS NOT REQUIRED.

    Right to Purchase up to 705,000 Shares of Common Stock of
                  DataLogic International, Inc.
                  ------------------------------
            (subject to adjustment as provided herein)

                  COMMON STOCK PURCHASE WARRANT

No. _________________                              Issue Date:  June 25, 2004


     DATALOGIC INTERNATIONAL, INC., a corporation organized under the laws of
the State of Delaware ("DLGI"), hereby certifies that, for value received,
LAURUS MASTER FUND, LTD., or assigns (the "Holder"), is entitled, subject to
the terms set forth below, to purchase from the Company (as defined herein)
from and after the Issue Date of this Warrant and at any time or from time to
time before 5:00 p.m., New York time, through the close of business June__,
2011 (the "Expiration Date"), up to 705,000 fully paid and nonassessable
shares of Common Stock (as hereinafter defined), $0.001 par value per share,
at the applicable Exercise Price per share (as defined below).  The number and
character of such shares of Common Stock and the applicable Exercise Price per
share are subject to adjustment as provided herein.

     As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

          (a)   The term "Company" shall include DLGI and any corporation
which shall succeed, or assume the obligations of, DLGI  hereunder.

          (b)   The term "Common Stock" includes (i) the Company's Common
Stock, par value $0.001 per share; and (ii) any other securities into which or
for which any of the securities described in (a) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets
or otherwise.

          (c)   The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other person
(corporate or otherwise) which the holder of the Warrant at any time shall be
entitled to receive, or shall have received, on the exercise of the Warrant,
in lieu of or in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in replacement of Common
Stock or Other Securities pursuant to Section 4 or otherwise.

          (d)   The "Exercise Price" applicable under this Warrant shall be as
follows:

                (i)   a price of $0.73 for the  first 425,000 shares acquired
                      hereunder;

                (ii)  a price of $0.76 for the next 175,000 shares acquired
                      hereunder; and

                (iii) a price of $0.79 for any additional shares acquired
                      hereunder.

     1.   Exercise of Warrant.

          1.1   Number of Shares Issuable upon Exercise.  From and after the
date hereof through and including the Expiration Date, the Holder shall be
entitled to receive, upon exercise of this Warrant in whole or in part, by
delivery of an original or fax copy of an exercise notice in the form attached
hereto as Exhibit A (the "Exercise Notice"), shares of Common Stock of the
Company, subject to adjustment pursuant to Section 4.

          1.2   Fair Market Value.  For purposes hereof, the "Fair Market
Value" of a share of Common Stock as of a particular date (the "Determination
Date") shall mean:

          (a)   If the Company's Common Stock is traded on the American Stock
Exchange or  another national exchange or is quoted on the National or
SmallCap Market of The Nasdaq Stock Market, Inc.("Nasdaq"), then the closing
or last sale price, respectively, reported for the last business day
immediately preceding the Determination Date.

          (b)   If the Company's Common Stock is not traded on the American
Stock Exchange or another national exchange or on the Nasdaq but is traded on
the NASD OTC Bulletin Board, then the mean of the average of the closing bid
and asked prices reported for the last business day immediately preceding the
Determination Date.

          (c)   Except as provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then as the Holder and the Company agree
or in the absence of agreement by arbitration in accordance with the rules
then in effect of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided.

          (d)   If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts
to be payable per share to holders of the Common Stock pursuant to the charter
in the event of such liquidation, dissolution or winding up, plus all other
amounts to be payable per share in respect of the Common Stock in liquidation
under the charter, assuming for the purposes of this clause (d) that all of
the shares of Common Stock then issuable upon exercise of the Warrant are
outstanding at the Determination Date.

          1.3  Company Acknowledgment.  The Company will, at the time of the
exercise of the Warrant, upon the request of the holder hereof acknowledge in
writing its continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance
with the provisions of this Warrant. If the holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the
Company to afford to such holder any such rights.

          1.4  Trustee for Warrant Holders.  In the event that a bank or trust
company shall have been appointed as trustee for the holders of the Warrant
pursuant to Subsection 3.2, such bank or trust company shall have all the
powers and duties of a warrant agent (as hereinafter described) and shall
accept, in its own name for the account of the Company or such successor
person as may be entitled thereto, all amounts otherwise payable to the
Company or such successor, as the case may be, on exercise of this Warrant
pursuant to this Section 1.

     2.   Procedure for Exercise.

          2.1   Delivery of Stock Certificates, Etc., on Exercise.  The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder as the record owner of such
shares as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such shares in accordance herewith.
As soon as practicable after the exercise of this Warrant in full or in part,
and in any event within three (3) business days thereafter, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such holder
would otherwise be entitled, cash equal to such fraction multiplied by the
then Fair Market Value of one full share, together with any other stock or
other securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

          2.2   Exercise.  Payment may be made either (i) in cash or by
certified or official bank check payable to the order of the Company equal to
the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or
shares of Common Stock and/or Common Stock receivable upon exercise of the
Warrant in accordance with Section (b) below, or (iii) by a combination of any
of the foregoing methods, for the number of Common Shares specified in such
Exercise Notice (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the
Holder per the terms of this Warrant) and the Holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.  Notwithstanding any provisions herein to the contrary, if
the Fair Market Value of one share of Common Stock is greater than the
Exercise Price (at the date of calculation as set forth below), in lieu of
exercising this Warrant for cash, the Holder may elect to receive shares equal
to the value (as determined below) of this Warrant (or the portion thereof
being exercised) by surrender of this Warrant at the principal office of the
Company together with the properly endorsed Exercise Notice in which event the
Company shall issue to the Holder a number of shares of Common Stock computed
using the following formula:

                 X=Y   (A-B)
                      -------
                         A

    Where X = the number of shares of Common Stock to be issued to the Holder

          Y = the number of shares of Common Stock purchasable under the
              Warrant or, if only a portion of the Warrant is being
              exercised, the portion of the Warrant being exercised (at the
              date of such calculation)

          A = the Fair Market Value of one share of the Company's Common
              Stock (at the date of such calculation)

          B = Exercise Price (as adjusted to the date of such calculation)


     3.   Effect of Reorganization, Etc.; Adjustment of Exercise Price.

          3.1   Reorganization, Consolidation, Merger, Etc.  In case at any
time or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any
plan or arrangement contemplating the dissolution of the Company, then, in
each such case, as a condition to the consummation of such a transaction,
proper and adequate provision shall be made by the Company whereby the Holder
of this Warrant, on the exercise hereof as provided in Section 1 at any time
after the consummation of such reorganization, consolidation or merger or the
effective date of such dissolution, as the case may be, shall receive, in lieu
of the Common Stock (or Other Securities) issuable on such exercise prior to
such consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.

          3.2   Dissolution.  In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or
assets, the Company, concurrently with any distributions made to holders of
its Common Stock, shall at its expense deliver or cause to be delivered to the
Holder the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrant pursuant to Section 3.1,
or, if the Holder shall so instruct the Company, to a bank or trust company
specified by the Holder and having its principal office in New York, NY as
trustee for the Holder of the Warrant (the "Trustee").

         3.3   Continuation of Terms.  Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 3, this Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities
and property receivable on the exercise of this Warrant after the consummation
of such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in
the case of any such transfer, the person acquiring all or substantially all
of the properties or assets of the Company, whether or not such person shall
have expressly assumed the terms of this Warrant as provided in Section 4.  In
the event this Warrant does not continue in full force and effect after the
consummation of the transactions described in this Section 3, then the
Company's securities and property (including cash, where applicable)
receivable by the Holders of the Warrant will be delivered to Holder or the
Trustee as contemplated by Section 3.2.

     4.   Extraordinary Events Regarding Common Stock.  In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Exercise Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Exercise Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after such event, and
the product so obtained shall thereafter be the Exercise Price then in effect.
The Exercise Price, as so adjusted, shall be readjusted in the same manner
upon the happening of any successive event or events described herein in this
Section 4.  The number of shares of Common Stock that the holder of this
Warrant shall thereafter, on the exercise hereof as provided in Section 1, be
entitled to receive shall be increased to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the
provisions of this Section 4) be issuable on such exercise by a fraction of
which (a) the numerator is the Exercise Price that would otherwise (but for
the provisions of this Section 4) be in effect, and (b) the denominator is the
Exercise Price in effect on the date of such exercise.

     5.   Certificate as to Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on
the exercise of the Warrant, the Company at its expense will promptly cause
its Chief Financial Officer or other appropriate designee to compute such
adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is
based, including a statement of (a) the consideration received or receivable
by the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of shares
of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
and (c) the Exercise Price and the number of shares of Common Stock to be
received upon exercise of this Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in this
Warrant.  The Company will forthwith mail a copy of each such certificate to
the holder of the Warrant and any Warrant agent of the Company (appointed
pursuant to Section 11 hereof).

     6.   Reservation of Stock, Etc., Issuable on Exercise of Warrant.  The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of the Warrant, shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.

     7.   Assignment; Exchange of Warrant.  Subject to compliance with
applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor") in whole or in
part.  On the surrender for exchange of this Warrant, with the Transferor's
endorsement in the form of Exhibit B attached hereto (the "Transferor
Endorsement Form") and together with evidence reasonably satisfactory to the
Company demonstrating compliance with applicable securities laws, which shall
include, without limitation, the provision of a legal opinion from the
Transferor's counsel (at the Company's expense) that such transfer is exempt
from the registration requirements of applicable securities laws, and with
payment by the Transferor of any applicable transfer taxes) will issue and
deliver to or on the order of the Transferor thereof a new Warrant of like
tenor, in the name of the Transferor and/or the transferee(s) specified in
such Transferor Endorsement Form (each a "Transferee"), calling in the
aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by the
Transferor.

     8.   Replacement of Warrant.  On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.

     9.   Registration Rights.  The Holder of this Warrant has been granted
certain registration rights by the Company.  These registration rights are set
forth in a Registration Rights Agreement entered into by the Company and
Holder dated as of even date of this Warrant.

     10.   Maximum Exercise.  The Holder shall not be entitled to exercise
this Warrant on an exercise date, in connection with that number of shares of
Common Stock which would be in excess of the sum of (i) the number of shares
of Common Stock beneficially owned by the Holder and its affiliates on an
exercise date, and (ii) the number of shares of Common Stock issuable upon the
exercise of this Warrant with respect to which the determination of this
proviso is being made on an exercise date, which would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock of the Company on such date.  For the
purposes of the proviso to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
Notwithstanding the foregoing, the restriction described in this paragraph may
be revoked upon 75 days prior notice from the Holder to the Company and is
automatically null and void upon an Event of Default under the Note made by
the Company to the Holder and dated the date hereof.

     11.   Warrant Agent.  The Company may, by written notice to the each
Holder of the Warrant, appoint an agent for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and replacing this
Warrant pursuant to Section 8, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

     12.   Transfer on the Company's Books.  Until this Warrant is transferred
on the books of the Company, the Company may treat the registered holder
hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary.

     13.   Notices, Etc.  All notices and other communications from the
Company to the Holder of this Warrant shall be mailed by first class
registered or certified mail, postage prepaid, at such address as may have
been furnished to the Company in writing by such Holder or, until any such
Holder furnishes to the Company an address, then to, and at the address of,
the last Holder of this Warrant who has so furnished an address to the
Company.

     14.   Miscellaneous.  This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by
the party against which enforcement of such change, waiver, discharge or
termination is sought. This Warrant shall be governed by and construed in
accordance with the laws of State of New York without regard to principles of
conflicts of laws.  Any action brought concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of New
York or in the federal courts located in the state of New York; provided,
however, that the Holder may choose to waive this provision and bring an
action outside the state of New York.  The individuals executing this Warrant
on behalf of the Company agree to submit to the jurisdiction of such courts
and waive trial by jury.  The prevailing party shall be entitled to recover
from the other party its reasonable attorney's fees and costs.  In the event
that any provision of this Warrant is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law.  Any such provision
which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of this Warrant.  The
headings in this Warrant are for purposes of reference only, and shall not
limit or otherwise affect any of the terms hereof.  The invalidity or
unenforceability of any provision hereof shall in no way affect the validity
or enforceability of any other provision hereof.  The Company acknowledges
that legal counsel participated in the preparation of this Warrant and,
therefore, stipulates that the rule of construction that ambiguities are to be
resolved against the drafting party shall not be applied in the interpretation
of this Warrant to favor any party against the other party.



            [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                     SIGNATURE PAGE FOLLOWS.]





     IN WITNESS WHEREOF, the Company has executed this Warrant as of the date
first written above.



                                  DATALOGIC INTERNATIONAL, INC.

         /s/ Derek Nguyen             /s/ Khanh Nguyen
WITNESS:______________________    By:___________________________________

                                          Khanh Nguyen
                                  Name:___________________________________

                                          CFO
                                  Title:__________________________________



<PAGE>



                            Exhibit A

                       FORM OF SUBSCRIPTION
            (To Be Signed Only On Exercise Of Warrant)

TO:   DataLogic International, Inc.
      18301 Von Karman, Suite 250
      Irvine, CA 92612

      Attention:   Khanh D. Nguyen, Chief Financial Officer

      The undersigned, pursuant to the provisions set forth in the attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable
box):


____  _______________shares of the Common Stock covered by such Warrant; or

____  the maximum number of shares of Common Stock covered by such Warrant
      pursuant to the cashless exercise procedure set forth in Section 2.

      The undersigned herewith makes payment of the full Exercise Price for
such shares at the price per share provided for in such Warrant, which is
$___________.  Such payment takes the form of (check applicable box or boxes):

____  $__________ in lawful money of the United States; and/or

____  the cancellation of such portion of the attached Warrant as is
      exercisable for a total of _______ shares of Common Stock (using a Fair
      Market Value of $_______ per share for purposes of this calculation);
      and/or

____  the cancellation of such number of shares of Common Stock as is
      necessary, in accordance with the formula set forth in Section 2.2, to
      exercise this Warrant with respect to the maximum number of shares of
      Common Stock purchasable pursuant to the cashless exercise procedure set
      forth in Section 2.

      The undersigned requests that the certificates for such shares be issued
in the name of, and delivered to______________________________________________
whose address is  ___________________________________________________________.

      The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant
shall be made pursuant to registration of the Common Stock under the
Securities Act of 1933, as amended (the "Securities Act") or pursuant to an
exemption from registration under the Securities Act.


Dated:_______________________      ________________________________________
                                   (Signature must conform to name of holder
                                    as specified on the face of the Warrant)

                                   Address:__________________________________
                                           __________________________________
                                           __________________________________



<PAGE>

                            Exhibit B

                  FORM OF TRANSFEROR ENDORSEMENT
            (To Be Signed Only On Transfer Of Warrant)

     For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of DataLogic International, Inc.  into which the within
Warrant relates specified under the headings "Percentage Transferred" and
"Number Transferred," respectively, opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the
books of DataLogic International, Inc.  with full power of substitution in the
premises.



                                                    Percentage    Number
Transferees            Address                      Transferred   Transferred
-----------            -------                      -----------   -----------
_____________________  ___________________________  ___________   ___________

_____________________  ___________________________  ___________   ___________

_____________________  ___________________________  ___________   ___________

_____________________  ___________________________  ___________   ___________


Dated:_________________     ____________________________________________
                            (Signature must conform to name of holder as
                             specified on the face of the Warrant)


                            Address:____________________________________

                                    ____________________________________


                            SIGNED IN THE PRESENCE OF:

                            _____________________________________________
                                               (Name)


ACCEPTED AND AGREED:
[TRANSFEREE]

___________________________________________
                 (Name)